Our Business Reorganization, Bankruptcy and Creditors' Rights practice is national in scope. Our attorneys have played significant roles in major corporate and partnership cases in Alabama, California, Delaware, Georgia, Illinois, Indiana, Massachusetts, Mississippi, New Jersey, Ohio, South Carolina and Virginia, as well as New York, involving industrial and manufacturing, financial, retail, media, technology, energy, transportation and real estate businesses.

We regularly represent creditors' committees, creditors, indenture trustees, lessors, licensors, and debtors in bankruptcy cases and related litigation and in out-of-court exchange offers and corporate restructurings. We have extensive experience in real estate workouts.

Our practice includes enforcement of creditors' rights and defense and prosecution of preference, fraudulent transfer, LBO, lender liability, discharge, environmental, and director fiduciary duty claims, as well as stay litigation concerning foreign and domestic arbitrations and foreclosure proceedings.

Our representations in insolvency cases also include corporate matters, such as debtor-in-possession financings, claims trading and acquisitions in bankruptcy.

Creditors' Committees

Moses & Singer frequently represents official and ad hoc creditor committees in bankruptcy proceedings. We also represent individual creditors appointed to official committees and indenture trustees for public debtholders, who frequently have or represent special or unique interests requiring protection.

The firm has represented committee members with special interests in UPC Polska, McCrory Corporation, NVF Corporation, Homegold Financial, Orion Pictures Corp., Jamesway Stores, Lone Star Cement, The Lionel Corporation, Nova Vista Industries, Lomas Financial Corporation and The Western Company of North America cases.

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Recovery Strategies

Our representations often involve very aggressive and creative litigation strategies to maximize our clients' recoveries.

In the Thaxton Group case, the firm is pursuing substantive consolidation litigation and an adversary proceeding seeking to equitably subordinate and avoid the asserted senior secured claims of Thaxton's principal lender.

In RFS Ecusta Inc. and RFS US Inc., the firm represented the Official Creditors' Committee. We identified various claims against management and others to provide for a distribution to unsecured creditors in what otherwise would have been a no-asset case and negotiated a funding and sharing agreement with the principal secured creditor to fund the pursuit of such claims. The Committee forced a sale of the company, and, following the conversion of the cases to proceedings under Chapter 7, the firm was retained by the Chapter 7 trustee to pursue the claims that had been previously identified in the Chapter 11 proceedings. Litigations seeking in excess of $50 million are pending.

In Waste Systems International, Inc., the firm achieved a 67% cash recovery for general unsecured creditors in its representation of the Official Creditors' Committee. After the Committee identified a potential buyer for the debtor and rejected the Debtors' proposal for an all equity plan, the Debtors proposed a 40% cashout option to be funded by DDJ Capital Partners (the Debtors' largest creditor and largest shareholder). The Committee rejected the enhanced offer and the firm then commenced breach of fiduciary duty and related litigation, sought to subordinate certain of DDJ's claims, and moved to terminate exclusivity in order to file an "auction" plan. When the bankruptcy court announced it would grant the Committee's motion to terminate exclusivity, the Committee reached a settlement with the Debtors and DDJ on a 60% cash payout to creditors, which was to be subject to higher offers in an auction process. Thereafter, the Committee accepted a 67% "pre-emptive" cash offer from DDJ to settle the case.

In the Homegold Chapter 11 case, the firm negotiated an enhanced recovery of 250% of the face amount of claims for the debenture holders represented by the firm as part of an agreement on a consolidated reorganization plan for three affiliate debtors.

In Leasing Solutions, the firm represented the Creditors' Committee in a case where virtually all assets had been pledged to various secured creditors. The plan we negotiated preserved certain litigation claims for unsecured creditors. We are currently representing the estate administrator in fraud litigation against GECC arising from its participation in a transaction that was documented as an asset sale but treated by GECC as a loan.

The firm successfully represented the Creditors' Committee in O'Brien Environmental Energy, Inc., a developer and operator of co-generation facilities, in its case in Newark , New Jersey . At the time of the firm's retention, O'Brien's public debt was trading in the 30's. The firm's efforts resulted in the company's abandonment of an unsatisfactory consent solicitation, the retention of crisis management, the ouster of the controlling shareholder from management, an auction for the sale or reorganization of the company and the solicitation of votes on two competing plans. As a result of that process, a plan sponsored by NRG Energy, a subsidiary of Northern States Power, was confirmed, providing for creditors to be paid 100% of claims plus post-petition interest. The O'Brien case won the Turnaround Management Association's 1996 Award for best large company turnaround.

The firm represented a committee representing the holders of two issues of subordinated debentures in the Telemundo Group case, involving one of the two Spanish language television networks in the United States . As a result of the firm's filing of an involuntary petition and the commencement of three litigations against Apollo Advisors and others challenging the seniority of their claims, a settlement agreement was negotiated resolving intercreditor disputes. The debentures represented by the firm were trading at 16 when the firm was retained. They were trading near or at par by the plan confirmation date.

The firm obtained an $11 million settlement of a $30 million claim against Salomon Brothers on breach of fiduciary duty and related claims pending in both state and federal courts in Illinois arising from the leveraged buyout of Envirodyne Industries, Inc. and its subsequent bankruptcy. The firm represented the sole creditor of Emerald Acquisition, the holding company for Envirodyne. Subordinated creditors of Envirodyne, who were structurally senior to our client, received no recovery.

In the first Lomas Financial case, the firm represented the interests of holders of subordinated debentures on the Creditors Committee. The firm's efforts resulted in a highly favorable settlement for debentureholders generally. The firm then commenced litigation to establish the seniority of the debenture issues we represented over other subordinated debentures, which had been considered to be pari passu. We obtained an enhanced recovery of 52% for the firm's clients. In the second Lomas Financial case, the firm represented the indenture trustee for noteholders which served as a member of the Creditors Committee. The firm represented the indenture trustee in asserting various claims relating to intercompany transfers between LMUSA and LFC.

The firm represented the Creditors Committee in the Chapter 11 case of Forum Group, an Indiana based developer of retirement and elder care facilities. In the course of the firm's 14-month representation, the firm blocked a management-proposed disposition of the Company, ousted senior management, and negotiated a plan with the secured bank lenders, which the Company, in settlement of a trustee motion filed by the firm, agreed to sponsor during its exclusivity period. Members of the Creditors Committee took control of the Company upon confirmation of the plan. The firm subsequently represented the directors of Forum in a takeover battle between the Pritzker family and an investor group including Apollo Advisors, resulting in a $137 million recapitalization of Forum.

The firm successfully represented the interests of subordinated debentureholders in the first Jamesway Chapter 11 case, obtaining a substantial recovery for holders that would not have been available had the absolute priority rule been applied. The firm also represented the original holders, and the indenture trustee for holders, of $75 million of secured notes in the Belle Casinos case in Biloxi , Mississippi which has broken new ground on several issues of finance in the gaming industry. The Fifth Circuit Court of Appeals ultimately upheld the validity of ship mortgages on stationary, landlocked "floating" casinos, a position the firm had advocated in the Belle Casinos case.

In Lone Star Industries, the firm represented a bank holding $40 million of claims against Lone Star and one of its subsidiaries. As a member of the Creditors Committee the firm persuaded the Debtor to abandon its original plans for substantive consolidation and negotiated an enhanced recovery for creditors holding claims against subsidiaries. The firm was awarded legal fees by the Court by reason of its substantial contribution to the case.

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Insolvency Litigation

Moses & Singer's bankruptcy, finance and litigation attorneys regularly represent clients, including directors, shareholders and creditors, in the defense of bankruptcy litigation, including LBO fraudulent transfer, preference and "lender liability" claims.

We are currently representing three west coast municipalities in the defense of actions by Enron seeking to recover hundreds of millions of dollars with respect to long-term power supply agreements. We are also representing JPMorgan Chase in actions to recover hundreds of millions of dollars wrongfully drawn by letter of credit beneficiaries when Enron's NEPCO subsidiary failed.

In early 2000, we successfully represented the principal selling shareholders in settling threatened fraudulent transfer claims of $30 million arising from the insolvency of ATC Group Inc. shortly after its leveraged buyout by Weiss Peck & Greer. As a result of our challenges to the confirmation of ATC Group's proposed reorganization plan, our clients were able to settle for the projected costs of defense.

In October 1998, the firm, as special counsel to the Board of Directors of Phoenix Information Systems Inc., a Chapter 11 debtor in possession in a case in Delaware , obtained releases of the directors from all potential claims by the Debtor, its creditors and its shareholders for alleged breaches of the federal securities laws and fiduciary duties of directors.

In June 1997, after a six-week trial, the firm obtained a jury verdict dismissing $240 million of claims asserted by the bankruptcy trustee in the Healthco International, Inc. case in Worcester , Massachusetts . Our clients included a director and a substantial shareholder of Healthco who were sued for breach of fiduciary duty and unjust enrichment in connection with the 1991 leveraged buy out of Healthco, which was followed, two years later, by Healthco's bankruptcy and liquidation. The jury verdict frustrated the efforts of the bankruptcy trustee and the U.S. Bankruptcy Judge to expand the duties of directors toward creditors in connection with an LBO.

In the American Banknote case, we represented the National Bank of Lithuania in litigation concerning the effect of the automatic stay on a pending international arbitration.

In the Enron case, we are representing western municipal and county utilities opposing Enron's attempt to collect hundreds of millions of dollars of termination payments.

The firm is experienced in successfully representing financial institutions in complex lender liability litigation, such as in the Crothers McCall, Hunt Brothers, Brasswell Shipyards and Belle Casinos cases in New York , Texas , South Carolina and Mississippi , respectively.

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Debtors

Our attorneys have represented numerous debtors in possession, including: York Research Corp., a developer of co-generation facilities; Gulf States Steel, Inc. of Alabama, an integrated steel mill producing sheet and plate products; Oneita Industries Inc., a manufacturer of activewear and infantswear located in Alabama; Cook United, Inc., the operator of a chain of retail department stores located principally in the Midwest; Craddock-Terry Shoe Corporation, a catalogue retailer and shoe manufacturer located in Virginia; Automotive Industries, Inc., a public company operating a chain of retail stores selling tires and other automotive replacement parts located in Georgia; Rooney Pace Group, Inc., the holding company of a securities brokerage firm; Term Industries, Inc., a lessor of automobiles, medical and other equipment; Coin Phones, Inc., a private payphone company; LBS Communications, Inc., a television syndication company; Beltran Corporation, a food processor and distributor; Seatrain Lines, Inc., a container shipper; Summergrade Corporation, a manufacturer of pillows, comforters and related products; Alithochrome, a commercial printer; and Wally Findlay Galleries, a New York art gallery.

The firm has represented various real estate limited partnerships as debtors in New York , Texas , Florida and Tennessee and also individual debtors in significant Chapter 11 cases as well as partners in insolvent partnerships.

The firm has also represented the debtors York Research Corp. and Warbasse-Cogeneration Technologies Partnership, L.P., both developers of cogeneration projects, in defending involuntary proceedings contesting the bankruptcy filing. In each case, the parties reached an agreement on a restructuring, in one case leading to confirmation of a reorganization plan and in the other, the dismissal of the case.

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Real Estate Workouts

. Commercial Real Estate: The firm regularly advises major banks and other financial institutions in loan workouts and restructurings of commercial properties. This has included matters such as restructuring a $120,000,000 loan secured by older office buildings in lower Manhattan , workouts of several commercial real estate loans in the New York area, and workouts and restructurings of secured office building and condominium loans in New York and New Jersey . Moses & Singer's attorneys have represented bank clients in workouts and restructuring of properties in other states, including California , Florida , Georgia , Kentucky , Louisiana and Missouri .

. Construction Loans: Moses & Singer has represented banks in workouts and restructurings of construction loans, including restructuring a $20,000,000 acquisition and construction loan for a Nassau County, New York office building; a $46,000,000 acquisition and construction loan for a townhouse development in Nassau County, New York; a $60,000,000 financing in connection with cost overruns in a mixed use office and hotel project in New York City; a $25,000,000 construction loan for condominium units in New York City; and an $11,500,000 shopping center construction loan.

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Representative Cases

1. Industrial and Manufacturing
Gulf States Steel, Inc. of Alabama (debtor)
Ecusta Mills (creditor committee)
Oneita Industries, (debtor)
LTV (major unsecured creditor, utility and acquirer of steel mill)
Allis-Chalmers (secured creditor and unsecured creditor)
Microwave Products of America, Inc. (potential acquirer)
Sorg Printing (equipment lessor)
Barclay Industries (secured creditor)
Beltran Corporation (debtor)
Lonestar Cement (lender and committee member)
Envirodyne (creditor of parent company)
Eastmet (secured creditors)
Powerine (secured creditor)
Pengo Industries, Inc. (secured creditor and acquiror)
Braswell Shipyards (secured creditor and defendant in lender liability action)
Swanton Corporation (secured creditor)
Summergrade Corporation (debtor)
Spencer Shoe Company (creditors committee)
Craddock-Terry Shoe Corporation (debtor)
Towle Manufacturing, Inc. (committee)
NVF (indenture trustee and committee member)

2. Financial
American Business Financial Services Inc. (committee)
Thaxton Group Inc. (committee)
Lomas Financial Corporation (indenture trustees and committee members)
Leasing Solutions Inc. (committee and estate representative)
Home Gold Financial (indenture trustees and committee members)
Legal Braswell Government Security Corporation (secured creditor) Herstatt Luxembourg (receiver)
Integrated Resources (lenders to subsidiary partnerships)
Wedtech (equipment lessor)
First American Holdings (secured creditor)
First Republic Bank of Dallas (indenture trustee)
Texas American Bank (indenture trustee)
Lombard-Wall (repo purchasers)
O.P.M. (secured bridge lender)
Funding Systems Asset Management (secured creditor)
Rooney Pace Group, Inc. (debtor)
Term Industries, Inc. (debtor)

3. Retail, Real Estate and Partnerships
Forum Group, Inc. (committee)
Tollman-Hundley Hotels (mortgage holders mortgaged hotels)
Finley, Kumble, Wagner, Heine, Underberg, Manley, Myerson & Casey, (managing partner)
Northway Associates (committee)
Sturman Brothers (secured creditors)
Petrie Stores, Inc.(acquiror)
Jamesway (indenture trustee and committee member)
McCrory Corporation (indenture trustee and committee member)
L.J. Hooker Corporation, Inc. (bank lender, potential acquirer)
Hudson Valley Marine, Inc. (potential acquirer)
Coda Stores (acquiror of leases)
Allied Department Stores (D-I-P Lender)
Circle K Corporation (acquiror)
Bohack (landlord)
Automotive Industries, Inc. (debtor)
Lionel Corporation (committee member)
Cook United (debtor)
Robert Hall Stores (debtor)
Turner Properties (debtor partnerships owning residential and office buildings in Texas , Florida and Tennessee )
FDIC (mortgage holder)
Healthco (directors)

4. Media and Technology
MPower Communication (secured creditor)
Orion Pictures (talent creditor and committee member)
Phoenix Information Systems (directors)
Warbasse-Cogeneration Technology Partnership L.P. (debtor)
Storage Technology (major supplier and major creditor)
Telemundo (13-5/8% bondholders committee)
Agro Communications Corp. (utility and acquirer)
HME Records (creditor and recording artist)
Coin Phones, Inc. (debtor)
LBS Communications, Inc. (debtor)
Radio Station WGLI (receiver)
Robert Noonan a/k/a "Willie Nile" (debtor)

5. Energy
Enron (contract counter parties)
Anglo Energy, Inc. (committee)
Galaxy Oil Company (acquiror)
Placid Oil Company (major secured creditor)
Texaco (potential acquirer)
O'Brien Environmental Energy (committee)
York Research (debtor)

For more information please email us at corporateinfo@mosessinger.com

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